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                     AMENDMENT NO.1 TO EMPLOYMENT AGREEMENT


         This Amendment No.1 to that certain Employment Agreement (this
"Amendment"), dated as of October 6, 1995, by and between PDK Labs, Inc., a New
York corporation (the "Company"), and Michael Krasnoff (the "Executive").

                               W I T N E S E T H :

         WHEREAS, the Company and the Executive entered into that certain
Employment Agreement dated as of October 6, 1995 (the "Agreement"); and

         WHEREAS, the Company and the Executive desire to amend the Agreement to
effect the changes provided for herein.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto agree as follows:

         1. Effective as of the date hereof, the Agreement is hereby amended by
replacing paragraph 3.9 with the following:

               3.9 Loan to Executive. Upon the execution hereof, Corporation
          shall make available to Executive a revolving line of credit of up to
          Seven Hundred Fifty Thousand Dollars ($750,000) pursuant to which
          Executive can borrow up to such amount from Corporation from time to
          time and at any time during the Term hereof (the "Line of Credit").
          Any funds borrowed by Executive pursuant to the Line of Credit shall
          bear interest at the prime rate as quoted in The Wall Street Journal
          from time to time plus one-half of one percent (.5%) per annum, which
          interest shall be payable monthly. In the event any sums are
          outstanding pursuant to the Line of Credit upon the termination or
          expiration hereof, such sums shall be automatically converted to a ten
          (10) year loan which shall be fully amortized over one hundred twenty
          (120) consecutive monthly payments with the rate of interest fixed
          upon the actual date of expiration or termination. Executive agrees to
          execute any reasonable documents prepared by Corporation to evidence
          the transactions described in this Section 3.9.

         2. This Amendment shall be governed by and construed in accordance with
the laws of the State of New York, without regard to principles of conflicts of
law.


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         3. Except as otherwise specifically set forth herein, all of the terms
and provisions of the Existing Agreement shall remain in full force and effect.

                  IN WITNESS WHEREOF, the parties have executed this Amendment
as of the day and year first above written.

                                            PDK LABS, INC.

                                            By: /s/ Reginald  Spinello
                                                -------------------------------
                                                Name:  Reginald Spinello
                                                Title: Executive Vice 
                                                         President

                                                /s/ Michael Krasnoff
                                                -------------------------------
                                                Michael Krasnoff


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